SEC Form SC 13G/A filed by CS Disco Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
CS Disco, Inc.
(Name of Issuer)
COMMON STOCK, $0.005 PAR VALUE PER SHARE
(Title of Class of Securities)
126327105
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 126327105 | SCHEDULE 13G | Page 2 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Bessemer Venture Partners VIII Institutional L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
4,724,440 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
4,724,440 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,724,440 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| (1) | The percent of class was calculated based on 59,037,755 shares of common stock issued and outstanding as of October 31, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022. |
| CUSIP No. 126327105 | SCHEDULE 13G | Page 3 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Bessemer Venture Partners VIII, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,928,386 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,928,386 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,928,386 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 126327105 | SCHEDULE 13G | Page 4 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Deer VIII & Co. L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
8,652,826 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
8,652,826 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,652,826 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 126327105 | SCHEDULE 13G | Page 5 of 9 Pages |
| 1. |
NAMES OF REPORTING PERSONS
Deer VIII & Co. Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
8,652,826 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
8,652,826 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,652,826 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7% (1) | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 126327105 | SCHEDULE 13G | Page 6 of 9 Pages |
| Item 1. | Issuer |
| (a) | Name of Issuer: |
CS Disco, Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
3700 N. Capital of Texas Highway, Suite 150
Austin, TX 78746.
| Item 2(a). | Name of Person Filing: |
This statement is being filed by the following persons with respect to the shares of Common Stock, par value $0.005 per share (the “Shares”), directly owned by Bessemer Venture Partners VIII Institutional L.P. (“BVP VIII Inst”) and Bessemer Venture Partners VIII, L.P. (“BVP VIII”, together with BVP VIII Inst referred to collectively, the “Funds”).
| (a) | Deer VIII & Co. Ltd. (“Deer VIII Ltd”), the general partner of Deer VIII & Co. L.P. (“Deer VIII LP”); |
| (b) | Deer VIII LP, the sole general partner of each of the Funds; |
| (c) | BVP VIII, which directly owns 3,928,386 Shares; and |
| (d) | BVP VIII Institutional, which directly owns 4,724,440 Shares. |
Deer VIII Ltd, Deer VIII LP, BVP VIII and BVP VIII Institutional are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons:
c/o Bessemer Venture Partners
1865 Palmer Avenue; Suite 104
Larchmont, NY 10583
| Item 2(c). | Citizenship: |
Deer VIII Ltd— Cayman Islands
Deer VIII LP — Cayman Islands
BVP VIII — Cayman Islands
BVP VIII Institutional — Cayman Islands
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.005 per share
| Item 2(e). | CUSIP Number: |
126327105
| CUSIP No. 126327105 | SCHEDULE 13G | Page 7 of 9 Pages |
| Item 3. | Not Applicable. |
| Item 4. | Ownership. |
For Deer VIII Ltd:
| (a) | Amount beneficially owned: 8,652,826 Shares |
| (b) | Percent of class: 14.7% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: —8,652,826— |
| (ii) | Shared power to vote or to direct the vote: —0— |
| (iii) | Sole power to dispose or to direct the disposition of: —8,652,826— |
| (iv) | Shared power to dispose or to direct the disposition of: —0— |
For Deer VIII LP:
| (a) | Amount beneficially owned: 8,652,826 Shares |
| (b) | Percent of class: 14.7% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: —8,652,826— |
| (ii) | Shared power to vote or to direct the vote: —0— |
| (iii) | Sole power to dispose or to direct the disposition of: —8,652,826— |
| (iv) | Shared power to dispose or to direct the disposition of: —0— |
For BVP VIII:
| (a) | Amount beneficially owned: 3,928,386 Shares |
| (b) | Percent of class: 6.7% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: —3,928,386— |
| (ii) | Shared power to vote or to direct the vote: —0— |
| (iii) | Sole power to dispose or to direct the disposition of: —3,928,386— |
| (iv) | Shared power to dispose or to direct the disposition of: —0— |
For BVP VIII Institutional:
| (a) | Amount beneficially owned: 4,724,440 Shares |
| (b) | Percent of class: 8.0% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: — 4,724,440— |
| (ii) | Shared power to vote or to direct the vote: —0— |
| (iii) | Sole power to dispose or to direct the disposition of: — 4,724,440— |
| (iv) | Shared power to dispose or to direct the disposition of: —0— |
| CUSIP No. 126327105 | SCHEDULE 13G | Page 8 of 9 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
As the general partner of Deer VIII LP, which in turn is the general partner of the Funds, Deer VIII Ltd may be deemed to beneficially own all 8,652,826 Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. 126327105 | SCHEDULE 13G | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| DEER VIII & CO. LTD. | ||
| By: | /s/ Scott Ring | |
| Name: Scott Ring | ||
| Title: General Counsel | ||
| DEER VIII & CO. L.P. | ||
| By: Deer VIII & Co. Ltd, its General Partner | ||
| By: | /s/ Scott Ring | |
| Name: Scott Ring | ||
| Title: General Counsel | ||
| BESSEMER VENTURE PARTNERS VIII L.P. | ||
| BESSEMER VENTURE PARTNERS VIII INSTITUTIONAL L.P. | ||
| By: Deer VIII & Co. L.P., its General Partner | ||
| By: Deer VIII & Co., Ltd., its General Partner | ||
| By: | /s/ Scott Ring | |
| Name: Scott Ring | ||
| Title: General Counsel | ||